Securities code: 603031 stock abbreviation: Anhui Andeli Department Store Co.Ltd(603031) No.: 2022-015
Anhui Andeli Department Store Co.Ltd(603031)
Diluted immediate return on this non-public offering
And the announcement of taking filling measures and commitments of relevant subjects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions, in order to protect the interests of small and medium-sized investors, Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as ” Anhui Andeli Department Store Co.Ltd(603031) “, “listed company”, “company” and “the company”) has carefully analyzed the impact of this issuance on the dilution of immediate return. Now the impact of this non-public offering on the dilution of immediate return and the measures to be taken by the company are described as follows: I Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) calculation assumptions
Based on the following assumptions, the company analyzes the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators and draws investors’ special attention. The following assumptions do not constitute any prediction and commitment matters, and investors should not make investment decisions based on them. If investors make investment decisions based on them, the company will not be liable for compensation, The issuance plan and the actual completion time of the issuance shall be subject to the final approval of the CSRC.
The calculation assumptions of the company’s earnings per share in the year when the non-public offering of shares is completed are as follows:
1. It is assumed that there are no major adverse changes in the company’s macroeconomic environment, industrial policies, industrial development and market conditions, and there are no major adverse changes in the company’s business environment.
2. It is assumed that the non-public offering will be completed by the end of September 2022 (the completion time is only used to calculate the impact of the offering on the immediate return, and the final time shall be subject to the actual completion time approved by the CSRC). 3. According to the company’s performance forecast, the net profit attributable to shareholders of Listed Companies in 2021 is expected to be – 39 million yuan to – 44 million yuan, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses is expected to be – 43 million yuan to – 48 million yuan. Assuming that it is calculated according to the average value of the performance forecast interval in 2021, the net profit attributable to the shareholders of the listed company in 2021 is -41.5 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is -45.5 million yuan.
4. January 2022, Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as “Anfu energy”), a newly established subsidiary of the listed company, purchased Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Yajin technology”) from Ningbo Yafeng Electric Appliance Co., Ltd. (renamed as “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”, hereinafter referred to as “Ningbo Yafeng”) in cash 36% of the shares and sold 100% of the shares held by Anhui Anhui Andeli Department Store Co.Ltd(603031) industry and Trade Co., Ltd. (hereinafter referred to as ” Anhui Andeli Department Store Co.Ltd(603031) industry and trade”) to Chen Xuegao in cash. After that, Ningbo Yafeng entrusted the voting rights corresponding to its 562553100 shares (accounting for 15% of the total share capital of Yajin Technology) to Anhui Andeli Department Store Co.Ltd(603031) to exercise (hereinafter referred to as “the previous transaction”). After the completion of the previous transaction, the listed company obtained the control of Yajin technology, and its main business was transformed from department store retail business to battery R & D, production and sales.
On February 9, 2022, the company held the 8th meeting of the 4th board of directors, deliberated and passed the transaction related agreements and the report on major asset purchase and related party transactions (Draft), It is proposed to purchase the 15% equity of Yajin technology from Ningbo Yafeng through the holding subsidiary Anfu energy in cash (hereinafter referred to as “acquisition of 15% equity of Yajin technology”).
5. According to the profit compensation agreement signed between Anfu energy and Ningbo Yafeng, Ningbo Yafeng promises that in 2022, 2023 and 2024, The annual net profit of Yajin Technology (the “net profit” is the lower of the net profit attributable to the shareholders of the parent company before and after deducting the non recurring profit and loss, and excluding all the profit and loss impact that the equity investment of Yajin technology on Shenzhen Pengbo Industrial Group Co., Ltd. (hereinafter referred to as “Pengbo industry”) may have on the net profit) shall not be less than 616372500 yuan 657464000 yuan and 698555500 yuan. Considering the compensation obligation of the performance promisor for the company’s profits, the profit realization of Yajin technology in 2022 has a certain guarantee.
6. Assuming that the impact of profits and losses arising from Anhui Andeli Department Store Co.Ltd(603031) industry and trade is not considered, the net profit attributable to shareholders of Listed Companies in 2022 after deducting non recurring profits and losses is the corresponding net profit of Yajin technology enjoyed by the company through its holding subsidiary Anfu energy. The previous transaction was completed in January 2022. Assuming that the company’s shareholding in Anfu energy remained unchanged at 54.17% in 2022, the company’s acquisition of 15% equity of Yajin technology was completed at the end of April 2022.
In this calculation, the net profit attributable to the owner of the parent company after deducting the non recurring profit and loss of Yajin technology is calculated according to the following three scenarios (assuming that the profit and loss impact of the equity investment of Yajin technology on Pengbo industry on the net profit is not considered):
(1) Hypothesis 1: the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2022 is the same as the performance commitment in 2022;
(2) Hypothesis 2: after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company in 2022 increased by 10% compared with the performance commitment in 2022;
(3) Hypothesis 3: after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company in 2022 increased by 20% compared with the performance commitment in 2022.
The above calculation does not represent the company’s profit forecast for 2022. Investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation.
7. When predicting the total share capital of the company, only the impact of this non-public offering of shares is considered, and the changes in share capital caused by other factors are not considered. The total share capital of the company before this offering is 112000000 shares, and the maximum number of shares issued this time is 33600000 shares (the final number of shares issued will be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders, the approval of the CSRC and the issuance). Calculated according to the maximum number of shares issued this time, after the completion of this non-public offering, The total share capital of the company will reach 145600000 shares.
8. The impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received will not be considered.
9. It is assumed that the company will not make profit distribution in 2022, will not convert capital reserve into share capital, and will not consider the impact of equity incentive and other factors.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the company calculates the impact of this non-public offering on the company’s main financial indicators such as earnings per share, as follows:
Project year 2021 / year 2022 / December 31, 2022
/2021.12.31 before and after issuance
Total share capital (shares) 112000000 112000000 145600000
It is expected that the year of completion of this offering will be September and August 2022
Hypothesis 1: the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2022 is the same as the performance commitment in 2022
Net profit attributable to shareholders of listed company -4550.00 15358.89 (RMB 10000) (after deduction)
Basic earnings per share (yuan / share) -0.41 1.37 1.28 (after deduction)
Diluted earnings per share (yuan / share) -0.41 1.37 1.28 (after deduction)
Hypothesis 2: after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company in 2022 increased by 10% compared with the performance commitment in 2022
Net profit attributable to shareholders of listed company -4550.00 16894.78 16894.78 (ten thousand yuan) (after deduction)
Basic earnings per share (yuan / share) -0.41 1.51 1.40 (after deduction)
Diluted earnings per share (yuan / share) -0.41 1.51 1.40 (after deduction)
Hypothesis 3: after deducting non recurring profits and losses, the net profit attributable to the owner of the parent company in 2022 increased by 20% compared with the performance commitment in 2022
Net profit attributable to shareholders of listed company -4550.00 18430.67 18430.67 (ten thousand yuan) (after deduction)
Basic earnings per share (yuan / share) -0.41 1.65 1.53 (after deduction)
Diluted earnings per share (yuan / share) -0.41 1.65 1.53 (after deduction)
Note: the basic earnings per share and diluted earnings per share are calculated in accordance with the provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 9 – Calculation and disclosure of return on net assets and earnings per share. 2、 Special risk tips for diluting the immediate return of this non-public offering
Affected by the financing financial expenses and related transaction expenses, and the non-public offering of shares will expand the total share capital of the company, therefore, the possibility of a certain degree of decline in the company’s earnings per share and other indicators in the short term after the funds raised by this non-public offering are in place is not ruled out, and the immediate return of the company’s original shareholders is at risk of dilution. We hereby remind investors to pay attention.
At the same time, in the process of calculating the dilution impact of this issuance on the immediate return, the hypothetical analysis of the company’s net profit attributable to the common shareholders of the listed company in 2022 is not the company’s profit forecast. The specific measures to fill the return formulated to deal with the risk of dilution of the immediate return are not equal to ensuring the company’s future profits, and investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors. 3、 The necessity and rationality of the board of directors choosing this financing
(I) necessity analysis of the project invested by the raised funds
The core asset of Yajin technology is Fujian Nanping Nanfu Battery Co., Ltd. (hereinafter referred to as “Nanfu battery”), which is mainly engaged in the R & D, production and sales of batteries. As an advanced battery technology company in China, Nanfu battery focuses on the battery industry. Through maintaining stable and leading product performance and deep cultivation of China’s battery retail market, Nanfu battery has a great advantage in China’s alkaline battery market by adhering to science and technology as the guide, products as the focus and customers as the center. Nanfu battery has successively won a number of honorary awards such as leading enterprise of industrialization and informatization in Fujian Province, excellent private enterprise in Fujian Province, and “unicorn” in the field of digital economy in Fujian Province in 2021, and was listed in the 2021 China brand value evaluation list (No. 24 in the light industry group). The “Nanfu” brand has ranked first in the dry battery category of chnbrand China customer satisfaction index for many consecutive years. In China’s alkaline battery retail market, “Nanfu brand” alkaline manganese battery products have ranked first in China’s market sales for 28 consecutive years (1993-2020). 1 in China’s alkaline No. 5 and No. 7 battery retail market, the sales share / sales share is 84.2% / 82.9%. 2 with high market share and market influence, they have obvious market leading advantages.
In January 2022, the listed company completed the original business purchase and acquisition of 36% equity of Yajin technology, and obtained the corresponding voting right entrustment of 15% equity of Yajin technology, so as to obtain the control right of Yajin technology and then control Nanfu battery. After the completion of the above transactions, the company completed the transformation from the traditional department store retail industry to the battery industry with large market scale and broad development prospects, quickly cut into the high-quality track, achieved a relatively leading market position, brought stable operating revenue and profits, and improved the asset quality, overall sustainable profitability and future development potential of the company.
The previous major asset purchase and sale transactions were the strategic exit of listed companies from the department store retail industry
